SECOND AMENDMENT TO THE CUSTODY AGREEMENT

SECOND AMENDMENT TO THE

CUSTODY AGREEMENT

THIS SECOND AMENDMENT dated as of February 14, 2012, to the Custody Agreement, originally made and entered into as of October 23, 2009, as amended November 8, 2011 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Gerstein Xxxxxx Funds (the "Funds") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the Trust and the Custodian desire to amend the fees of the Agreement; and

WHEREAS, Article 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit D of the Agreement is hereby superseded and replaced with Amended Exhibit D attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

TRUST FOR PROFESSIONAL MANAGERS                                                                                     U.S. BANK NATIONAL ASSOCIATION

By: /s/ Xxxxxx Xxxxxxxxx	By: /s/ Xxxxxxx X. XxXxx
Printed Name: Xxxxxx Xxxxxxxxx	Printed Name: Xxxxxxx X. XxXxx
Title: Chairman	Title: Senior Vice President

Amended Exhibit D to the Custody Agreement – Trust for Professional Managers

Gerstein Xxxxxx Multi-Factor Growth Equity Fund

DOMESTIC CUSTODY SERVICES

FEE SCHEDULE at October, 2009

Annual Fee Based Upon Market Value Per Fund*

_____ basis point on average daily market value

Minimum annual fee per fund - $_____

Plus portfolio transaction fees

Portfolio Transaction Fees

$_____ per book entry DTC transaction/Federal Reserve transaction/U.S. Bank repo agreement transaction

$_____ per principal paydown

$_____ per short sale

$_____ per option/future contract written, exercised or expired

$_____ per mutual fund trade/Fed wire/margin variation Fed wire

$_____ per physical transaction

$_____ per segregated account per year

§ A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.\

§ No charge for the initial conversion free receipt.

§ Overdrafts – charged to the account at prime interest rate plus _____.

Out-Of-Pocket Expenses

Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, and extraordinary expenses based upon complexity.

Fees are billed monthly; *Subject to annual CPI increase, Milwaukee MSA

Advisor’s signature below acknowledges approval of the domestic and global fee schedules on this Amended Exhibit D.

By:  Gerstein, Xxxxxx & Associates, Inc.

Name:      /s/ Xxxxx X. Xxxxxx                      

Title:         President                                       Date:          2/14/2012                          

2

Amended Exhibit D (continued) to the Custody Agreement – Trust for Professional Managers

Gerstein Xxxxxx Multi-Factor International Growth Equity Fund

DOMESTIC CUSTODY SERVICES

FEE SCHEDULE at February 1, 2012

Annual Fee Based Upon Market Value Per Fund*

_____ basis point on average daily market value

Minimum annual fee per fund - $_____

Plus portfolio transaction fees

Portfolio Transaction Fees

$_____ /book entry DTC transaction/Federal Reserve transaction/principal paydown

$_____ /U.S. Bank repo agreement transaction

$_____ /short sale

$_____ /option/future contract written, exercised or expired

$_____ /mutual fund trade/Fed wire/margin variation Fed wire

$_____ /physical transaction

$_____ /segregated account per year

§ A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

§ No charge for the initial conversion free receipt.

§ Overdrafts – charged to the account at prime interest rate plus _____.

Out-Of-Pocket Expenses

Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, and extraordinary expenses based upon complexity.

*Subject to annual CPI increase, Milwaukee MSA.

Fees are billed monthly.

Advisor’s signature below acknowledges approval of the domestic and global fee schedules on this Amended Exhibit D.

By:  Gerstein, Xxxxxx & Associates, Inc.

Name:      /s/ Xxxxx X. Xxxxxx                      

Title:         President                                       Date:          2/14/2012                          

3

Amended Exhibit D (continued) to the Custody Agreement -  Trust for Professional Managers

GLOBAL SUB-CUSTODIAL SERVICES – Gerstein Xxxxxx Funds ANNUAL FEE SCHEDULE at February 1, 2012
Country	Instrument	Safekeeping (BPS)	Transaction Fee		Country	Instrument	Safekeeping (BPS)	Transaction Fee
Argentina	All	_____	$_____		Lebanon	All	_____	$_____
Australia	All	_____	$_____		Lithuania	All	_____	$_____
Austria	All	_____	$_____		Luxembourg	All	_____	$_____
Bahrain	All	_____	$_____		Malaysia	All	_____	$_____
Bangladesh	All	_____	$_____		Mali*	All	_____	$_____
Belgium	All	_____	$_____		Malta	All	_____	$_____
Benin*	All	_____	$_____		Mauritius	All	_____	$_____
Bermuda	All	_____	$_____		Mexico	All	_____	$_____
Botswana	All	_____	$_____		Morocco	All	_____	$_____
Brazil	All	_____	$_____		Namibia	All	_____	$_____
Bulgaria	All	_____	$_____		Netherlands	All	_____	$_____
Burkina Faso*	All	_____	$_____		New Zealand	All	_____	$_____
Canada	All	_____	$_____		Niger*	All	_____	$_____
Cayman Islands*	All	_____	$_____		Nigeria	All	_____	$_____
Channel Islands*	All	_____	$_____		Norway	All	_____	$_____
Chile	All	_____	$_____		Oman	All	_____	$_____
China“A” Shares	All	_____	$_____		Pakistan	All	_____	$_____
China“B” Shares	All	_____	$_____		Peru	All	_____	$_____
Columbia	All	_____	$_____		Philippines	All	_____	$_____
Costa Rica	All	_____	$_____		Poland	All	_____	$_____
Croatia	All	_____	$_____		Portugal	All	_____	$_____
Cyprus*	All	_____	$_____		Qatar	All	_____	$_____
Czech Republic	All	_____	$_____		Romania	All	_____	$_____
Denmark	All	_____	$_____		Russia	Equities/Bonds	_____	$_____
Ecuador	All	_____	$_____		Russia	MINFINs	_____	$_____
Egypt	All	_____	$_____		Senegal*	All	_____	$_____
Estonia	All	_____	$_____		Singapore	All	_____	$_____
Euromarkets(3)	All	_____	$_____		Slovak Republic	All	_____	$_____
Finland	All	_____	$_____		Slovenia	All	_____	$_____
France	All	_____	$_____		South Africa	All	_____	$_____
Germany	All	_____	$_____		South Korea	All	_____	$_____
Ghana	All	_____	$_____		Spain	All	_____	$_____
Greece	All	_____	$_____		Sri Lanka	All	_____	$_____
Guinea Bissau*	All	_____	$_____		Swaziland	All	_____	$_____
Hong Kong	All	_____	$_____		Sweden	All	_____	$_____
Hungary	All	_____	$_____		Switzerland	All	_____	$_____
Iceland	All	_____	$_____		Taiwan	All	_____	$_____
India	All	_____	$_____		Thailand	All	_____	$_____
Indonesia	All	_____	$_____		Togo*	All	_____	$_____
Ireland	All	_____	$_____		Trinidad & Tobago*	All	_____	$_____
Israel	All	_____	$_____		Tunisia	All	_____	$_____
Italy	All	_____	$_____		Turkey	All	_____	$_____
Ivory Coast	All	_____	$_____		UAE	All	_____	$_____
Jamaica*	All	_____	$_____		United Kingdom	All	_____	$_____
Japan	All	_____	$_____		Ukraine	All	_____	$_____
Jordan	All	_____	$_____		Uruguay	All	_____	$_____
Kazakhstan	All	_____	$_____		Venezuela	All	_____	$_____
Kenya	All	_____	$_____		Vietnam*	All	_____	$_____
Latvia	Equities	_____	$_____		Zambia	All	_____	$_____
Latvia	Bonds	_____	$_____

* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.

Annual Base Fee - $_____ per account (fund) will apply.

§   Euroclear – Eurobonds only.  Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge.  In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request).

4

§   For all other markets specified above, surcharges may apply if a security is held outside of the local market.

Straight Through Processing – fees waived.

Cash Transactions:

§   3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged $_____.

Tax Reclamation Services: May be subject to additional charges depending upon the service level agreed.  Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $_____ per claim.

Out of Pocket Expenses

§   Charges incurred by U.S. Bank, N.A.  for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

§   A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses.  Also, certain expenses are charged at a predetermined flat rate.

§   SWIFT reporting and message fees.

5